Avengers: Rise of the Sinister Six
by Shinigamilover2
Summary: MPAS AU/Crossover with Avengers. Sherman's old enemies from the other dimensions have teamed up and lead by Loki as the Sinister Six. Now, Spider-Boy will lead the Avengers in their greatest battle yet, to take down Loki once and for all, and make sure old enemies stay down for good! Rated T for Superhero violence, and blood. Please R&R
1. A Message from SHIELD

**A/N: Here it is! Everything leads to this! Spider-Boy teams up with Earth's mightiest heroes, the Avengers! In order to take out Loki and his newly formed team of Sherman's old enemies that survived from the other Dimensions that call themselves; the Sinister Six!**

 **Welcome to chapter one of 'Avengers: Rise of the Sinister Six'. And I can assure you some dramatic stuff and superhero action is coming your way with this new story. Also, this happens after the events of 'Age of Ultron'. And a month after the events of TexasBornMind76's story 'Kid Deadpool and Spider-Boy'. And with that out of the way, we can get onto the story. Enjoy!**

 **(Normal POV)**

A pizza boy on his scooter was driving up to an alley and got off the vehicle holding a pizza. He looked down at the address.

"Okay, it says the address is 36688, and here I am in the back of a crappy warehouse" the pizza boy says. The sound of his voice attracted a guy in a black trench-coat with a knife as well as a black fedora.

"Hand over the pizza, delivery boy and I promise your body won't have as many permanent marks on it as I intended to leave on it when I'm done with you" he said in a creepy voice. The pizza boy held the box against his chest and backed up against the wall.

"Hey, don't hate on the guy for doing his job. Come on, what's wrong with someone trying to deliver a pizza?" a voice echoed throughout the alley and a strand of webbing swiped the knife out of the man's hand and it was flung up into the air into the hand of Spider-Boy who was standing on the roof of the building and jumped down in front of the mugger.

"Spider-Boy, kind of pathetic to see you defending delivery boys instead of stopping break-ins or a bank robbery" said the mugger.

"Everyone's worth saving, Slugworth. No seriously, invest in some plastic surgery, you look like Slugworth from 'Willy Wonka'" Spider-Boy said to tick the mugger off. The mugger threw a fist at Spider-Boy but he dodged it with his spider senses and grabbed the arm and tossed the mugger into a dumpster, sealing the lid shut with his web strands.

"You okay?" asked Spider-Boy turning around to face the delivery boy.

"Spider-Boy! I'm a huge admirer! I never thought I'd ever get to be saved by you before" said the pizza boy being a complete and total fan-boy.

"Aw, how sweet. So anyways, who's that pizza for?" asked Spider-Boy. The delivery boy looked at the box and spoke.

"Well whoever ordered it told me to meet them here but..." before he could say anything else, Spider-Boy spoke up.

"It's me. I ordered the pizza, the mugger thing wasn't something I expected to happen, I'm totally sorry" said Spider-Boy.

"Oh, well alright then. That'll be $15.95, sir" said the pizza boy handing him the pizza. Spider-Boy pulled out a fresh twenty dollar bill from his boot and handed it to him.

"You can keep that change. Consider it a tip, you've earned it" said Spider-Boy giving the delivery boy a fist-bump and handing him the money.

"Gee, thank you. That's very generous of you" said the pizza boy.

"All in a day's work for your friendly neighborhood Spider-Boy. Now you take it easy out there okay?" said Spider-Boy and the pizza boy nodded smiling. Spider-Boy then climbed up the walls and began jumping from roof to roof.

 **(Sherman's POV)**

Who you just saw there in that red and blue spandex suit with the spider web designs on it and the spider on the chest was none other than me. Sherman Peabody, your friendly neighborhood Spider-Boy. And yes, my ankle is better since the invasion of New York that happened about a year ago in case you all were wondering.

Anyways, yes I ordered the pizza that that deliver boy was delivering. What's it for? Dinner for me and my girlfriend of course. She's probably waiting for me, stupid mugger made me late, perhaps. I don't even wanna think about being late for a date, never been late even ONCE! Okay maybe there was an end of the year BBQ back when I was in elementary school, but still, never been late for a date in my life.

Now I'm scaling the 'Peabody Enterprises' building walls to get to the penthouse, whether I'm late or not is yet to be determined. This date's supposed to be me and Penny in my room, watching movies and whatnot, I even set up a romantic looking dinner table by the window of my room to make it a little more 'Dazzling' and 'Beautiful' if you get what I'm saying.

 **(Normal POV)**

Spider-Boy climbed in through the window of his bedroom and saw Penny entering his room at the same time through the door.

"Oh, I guess we're both right on time, I guess" said Penny. Spider-Boy then took off his mask and placed the pizza on the table.

"Sorry, a mugger tried to rob the pizza guy, so I thought I was late" Sherman said putting the mask on his bed.

"Nope, right on time as always" Penny said.

"If you don't mind I'm gonna just change into some regular clothes and we can get our date started" said Sherman. Penny stopped him by placing her hand on his chest just as he was about to walk away.

"Or, you could just stay in the suit. I like it, red and blue with a spider on the chest fits you, I love it" Penny said now tickling Sherman's sides.

"H-h-h-h-h-hey, stop that" Sherman said chuckling. The door then opened and both heads turned to see Sherman's aunt Elsa.

"Is this a bad time?" Elsa asked.

"No, we were just talking. We haven't started our date yet, why?" Penny asked.

"There's some woman in the penthouse, says she's with some big anti-terrorism organization and wants to talk to Sherman" said Elsa. Sherman then sighed.

"Great, date night out of all nights to have some mysterious person just show up at my front door" Sherman muttered under his breath.

"Alright, just let me change into my clothes and I'll..." before Sherman could continue, Elsa spoke up.

"She knows you're really Spider-Boy but she didn't say how she knows" Elsa said. Sherman then rolled his eyes, gave Penny a quick kiss on the cheek and walked out the door to see a slim red-headed woman wearing a black jumpsuit with a belt on it that had a gun, a baton, taser, and many other weapons on it, and combat boots stood in a Military style stance while taking a drink Peabody made himself.

"Thank you, sir" she said.

"It's no problem at all, Ms. Romanoff" Mr. Peabody said now handing a drink to Mary Jane, Sherman's step-mother who was also sitting at the kitchen island.

"Um, hello?" Sherman said getting her attention.

"Oh, yes. Sherman Peabody? Natasha Romanoff, I'm with S.H.I.E.L.D. An anti-terrorist organization that also deals with things outside the norm of regular crime" Natasha said extending her hand out to Sherman.

"Nice to meet you too" Sherman said taking the handshake.

"Same" said Natasha before breaking off the handshake.

"So, you know I'm Spider-Boy and who I am, what can I help you with?" asked Sherman.

"S.H.I.E.L.D. Knows about how you and your different counterparts defeated an alien by the name of Mysterio and his invasion, and we also know he happened to mention he had a master he was working for" Natasha said sitting down on the couch while sipping her drink.

"Well, yeah but I never got to figuring out who his master was, he never really showed his face" Sherman said sitting down on the couch across from her.

"His name is Loki, he's a Demigod from another world known as Asgard, the realm of the Gods. He tried invading New York back in 2012 but failed because..." Sherman cut her off.

"Because of the Avengers?" Sherman asked.

"You know about the Avengers?" asked Natasha.

"Yeah, everyone does" Sherman said shrugging shoulders.

"Well, anyways... while you fought off Mysterio's final wave of his invasion, Loki has gathered the villains that every single one of your counterparts have failed to kill. These include Dr. Octopus, an evil version of you that is the Green Goblin, Carnage, Venom, the Rhino, and the Lizard. They call themselves the Sinister Six" Natasha explained.

"Mysterio mentioned his master having some form of insurance in case the invasion failed, so maybe the Sinister Six was that insurance" Sherman theorized out loud.

"We think that as well, too" Natasha said before letting Sherman speak again.

"Okay, so what do you want with me?" Sherman asked.

"Easy, you've fought and killed these guys before. Which means you know their weaknesses and how to fight them. We think Loki is using the Sinister Six to carry out some sort of plan and we need you to fight with us and teach us how to destroy them" said Natasha. Sherman then looked to Peabody, Mary Jane, Elsa, and Penny who were all smiling and nodded at Natasha's offer.

"Alright, what should I do now?" Sherman asked.

"Pack something but pack lightly. You're going to stay with us at 'Avengers Tower' that's on the other side of Manhattan. We have a jet that I will use to take you there myself personally" said Natasha.

"Okay, I guess I'd better get started" Sherman said walking towards his room but looked to Penny.

"You got another 'Saving the World' thing going on?" asked Penny.

"Yep, a hero's gotta do what a hero's gotta do" Sherman said hugging Penny.

"Go get 'em, tiger" said Penny before kissing him on the lips and then broke it to let Sherman go and pack.

 **A/N: Oh yeah! Spider-Boy is back in action baby! And Black Widow made her first appearance, the other Avengers are gonna be shown as well in the next chapter. This team up story is gonna be the first of MANY in the Spider-Boy saga, the next team up story will be revealed near the end of the story, but for now let's see how Spider-Boy and the Avengers take down Loki and the Sinister Six.**

 **More to come in the next update. Please review, thanks!**


	2. Meeting the Avengers

**A/N: Alright! In the last chapter, Sherman AKA, Spider-Boy has been recruited by S.H.I.E.L.D. Agent, Natasha Romanoff, AKA Black Widow, and has been informed of Loki and his new army known as the Sinister Six. Now, Sherman leaves for 'Avengers Tower' to meet his new teammates who will help him defeat Loki and his forces. So anyways, Enjoy!**

 **(Normal POV)**

Sherman came out of his room no longer in his suit, but a black long sleeved black shirt, gray jeans, and blue Adidas high tops on his feet. Over his shoulder he carried a leather book bag that had his laptop, some clothes, books, and his toothbrush inside it. Mary Jane, Mr. Peabody, Elsa, and Sherman came over to say 'Goodbye' to Sherman, giving him hugs and kisses.

"So, hopefully I'll see you before the week is up. And I'll make sure to give Loki a good butt kicking" Sherman said, Elsa chuckled at this and gave Sherman a kiss on his cheek, Mary Jane hugged him and ruffled his hair a little bit with her hand, which made him laugh a little.

"Give him, what-for, little buddy" MJ said before kissing his forehead. Penny and Peabody gave Sherman a hug at the same time which Sherman happily hugged them back at once.

"Love you guys" Sherman said.

"We love you too, little spider" said Peabody before breaking up the hug.

"Be careful, alright?" Penny asked stroking his cheek.

"Aren't I always?" Sherman asked with a wink and walked over to the Helicopter pad where Natasha was waiting in front of a jet with bent wings that stuck up to the sky and rotary propellers inside the wings themselves.''

"You ready?" asked Natasha. Sherman only nodded and got up onto the jet and sat down on the other seat in the cockpit and Natasha sat in the other one where the controls to the jet were and began firing the engines up.

"Buckle up" Natasha advised. Sherman then placed his seat belt on and the jet took off into the sky after the main hatch shut.

After a fifteen minute flight, the jet landed on a large curved tower with a large helicopter pad and the rail was lit up so Natasha could see where she was landing. Soon, after a safe landing, she shut all the controls off and escorted Sherman off the jet.

"Sherman Peabody, welcome to Avengers Tower" Natasha said as she was now walking behind Sherman and guided him to the front door. Before Sherman could even get inside, an unseen force knocked him to the floor and he shouted in pain.

"Who did that!?" Sherman demanded to know as he got back up and took a fighting stance. Out of nowhere from the ground appeared a man in a red and black spandex suit with a silver helmet with red eyes, and two antennae on the sides like an ant who also took a fighting stance as well.

"Who are you and what are you doing here!?" demanded the man. Natasha then stepped in front of the man and Sherman as well.

"Calm down, Lang. This is the new recruit I was telling you about" said Natasha. The helmet then lifted up to reveal a man's face, he had some five 'o clock shadow on his face and green eyes.

"Oh, sorry about that. Spider-Boy?" he asked. Sherman then dropped the fighting stance and spoke.

"Yeah, and you are?" asked Sherman as he noticed the man extend his hand out for a shake.

"I'm Scott Lang, Ant-Man" said Scott as he took his hand in Sherman's and shook it firmly.

"Great, now we got two bug boys in the team" Natasha joked.

"Really funny coming from the 'Black Widow' don't ya think?" Scott asked. Sherman chuckled at this, while Natasha rolled her eyes.

"Okay, make it three bug themed team members. Follow me, Sherman" she instructed and Sherman followed her into an elevator, Scott followed as well. Once all three were inside, the elevator went straight down and Sherman noticed on the button panel that they were going to a floor known as 'B-3' and Sherman looked to Natasha.

"What's 'B-3'?" Sherman asked.

"It's where the other team-mates are waiting for your instructions and to get to meet you as well" Natasha said. Soon the elevator went 'Ding' and the door opened to reveal several people. A brunette woman with a slim figure wearing a dark red leather jacket over a black tank-top, with black jeans and combat boots underneath, a man with a red face with a glowing yellow stone on his forehead, with green armor and a yellow cape, an African American man wearing metallic armor that covered everything except his arms, he had some sort of backpack on his back that looked heavy and had goggles over his eyes, two men wearing robotic armor, one was red and yellow while the other was silver and black, and a mini-Gatling gun on his shoulder, a man wearing a purple and black suit with a bow and arrows attached to his back, a man with long blonde hair, a blonde beard and had silver armor on, as well as a red cape with a hammer in his hand, and there was a blonde haired man wearing red white and blue on his suit with a round shield clipped to his back.

"Everyone, this is Sherman Peabody, the Amazing Spider-Boy" Natasha said getting everyone's attention. All eyes were on Sherman now.

"Greetings" said the one with the hammer in his hand.

"Hey. I know who you are, everyone does. The Avengers, Iron-Man, Captain America, Hawk-Eye, Black Widow, Scarlet Witch, Falcon, War-Machine, Thor, and... wait, aren't you guys missing someone?" Sherman asked.

"You mean Dr. Banner?" asked Natasha.

"Yeah! The Hulk! Where's he?" asked Sherman excited.

"We've lost contact with Dr. Banner ever since a brutal encounter with one of our earlier enemies" said Thor.

"I'm so sorry to hear that" Sherman said. The red man then walked up to Sherman.

"It is nice to meet you. I am Vision, the newest member to the team" said the man in a monotone British voice. Sherman then saw the stone on Vision's forehead.

"Wait a minute, is that an... Infinity Stone!?" asked Sherman in shock.

"Yeah, it's what gives him his powers and fuels his body" said Iron-Man.

"That's pretty cool. My dad has an Infinity Stone locked up in a safe we have in our Penthouse after Mysterio's invasion of New York" said Sherman, explaining how he had gotten the stone to begin with. Scarlet Witch approached Sherman and looked at him in silence.

"Are you alright?" asked Sherman. Scarlet Witch shook her head and spoke.

"Yes, I'm fine. And please, call me Wanda" said Wanda extending her hand to him and he happily shook it.

"Sorry for staring at you, it's just that you remind me of someone" said Wanda before walking away, not giving Sherman a chance to respond at all.

"Okay, kinda weird but okay" Sherman thought to himself.

"Why don't we all go disarm, go change into some casual clothing and get to know each other a little better and then we can get down to the 'Saving the World' business?" asked Iron-Man.

"Sounds alright to me" Sherman said before following everyone into the elevator (which thankfully was big enough to fit all of them, Thank God!).

"Oh my God! I'm actually in an elevator with the Avengers! This is gonna be so cool! I am so freaking out here!" shouted Sherman in his head, having his own little fan-boy moment. But autographs and selfies would have to wait, Loki was out there commanding a ruthless army of his former enemies who he killed long ago from other Dimensions except for Carnage of course.

"Okay, calm yourself, Sherman. Saving the world and everyone who lives in it comes first, relaxing with your heroes comes second" said Sherman in his thoughts as he now felt the elevator go up after the elevator doors shut.

 **A/N: Alright! Everyone on the team has been introduced! And Ant-Man will be in this too because of his newest movie being such a huge success, and a pretty good installment into the Marvel Cinematic Universe, and he'll be coming back in 'Captain America: Civil War' in 2016. So anyways, more to come in the next update! Please review, thanks!**


	3. Confronting Old Enemies

**A/N: In the last update, we got to meet all the Avengers, Ant-Man, Iron-Man, War-Machine, Thor, Falcon, Scarlet Witch, Vision, Hawk-Eye, Captain America, and Black Widow (Except the Hulk). And now Sherman is gonna have the most extreme honor from both S.H.I.E.L.D. And the Avengers, lead them in a mission to defeat his old enemies (from other dimensions) and Loki. This is where things really get interesting. Enjoy!**

 **(Normal P.O.V.)**

The main living area of Avengers tower was pretty huge, about three stories tall, his penthouse home was about five, but it felt just as big. Sherman then stood in front of the coffee table behind a large $3,000 plasma screen TV, while everyone else was now in regular attire and sitting on two separate long red-velvet leather couches.

"Alright, give us the run-down. What are we dealing with exactly?" Wanda asked. Before Sherman could speak, Stark stood up.

"Wait a minute, I'm sorry for interrupting but you'll need the files to explain what we're doing" he said. Sherman raised an eyebrow in confusion. Stark then looked up to the ceiling and spoke.

"Friday, display the Sinister Six personal profiles on the television for Mr. Sherman Peabody please?" he asked. The TV then turned on behind him, making Sherman jump in surprise slightly.

"Files now on display" a voice said from the speakers that were almost everywhere in the living area.

"What was that?" asked Sherman.

"That's Friday, she runs the place. She makes sure everything is operational and on track. I made her myself along with a few others" Stark said before sitting back down. The TV then showed a holographic display of Sherman wearing Hayden's Goblin armor and riding his glider too.

"Alright, this guy here is the Green Goblin. He packs a lot of punch with that Glider he has. His belt comes fully equipped with any kind of grenade you can think of, whether it be an explosive one, ice, fire, EMP, you name it" Sherman explained before pointing to the glider.

"The turbine of his glider is the weakness. You take out the glider, you take out the Goblin" Sherman said. Everyone muttered things to themselves and nodded showing that they understood.

A few minutes in and everyone else had been explained, and ended with one of his worst enemies of all.

"This is Dr. Octopus. One of my least favorites, one of the first major baddies I've ever faced back when I was seven. She has a chip attached to the spine of the tentacles she uses as a weapon, take out the chip to render her tentacles useless" said Sherman and then once that was said, Stark snapped his fingers and the whole entire TV shut off.

"Great. Now that we know all about who we're facing, now we can get some time to detox" said Stark.

"And tomorrow we'll scout for any suspicious activity that sounds like something Loki or the Sinister Six would do" Steve said. Sherman then looked onto the coffee table to see Thor's hammer sitting on the mahogany surface.

"Hey, Thor. How worthy do you have to be in order to wield that hammer?" Sherman asked. Thor then chuckled a bit and shook his head.

"Worthy enough to be looked upon as a mighty guardian of the seven realms and those who inhabit them" said Thor.

"I don't know about that, have you seen the kid's rep? He's done some pretty fantastic things" Clint said pointing at Sherman.

"He took out an alien invasion of New York and then killed him while he had a broken ankle" said Rhodey. Wanda was the next to speak.

"He prevented a corrupt business man from plaguing New York City in an eternal winter and pinning the blame on his aunt" said Wanda. Sherman smiled knowing that the world's mightiest heroes knew so much about him and the heroic deeds he's done throughout the years.

"Not to mention he's saved countless lives and has taken out some of the worst criminals not even the police themselves could arrest or take down" Stark said.

"Let the boy have a shot to see if he's worthy to wield the hammer" Vision said calmly in such a nice voice. Thor then got up off the couch and walked up to Sherman, patting on his shoulder.

"Alright, let us see what you can do" Thor said. Sherman then got up onto the coffee table.

"Take your shoes off please, that's mahogany" Stark said a little irritated and did his best to hold back his slight anger for someone else placing their filthy shoes on his coffee table.

"Sorry" Sherman said kicking his shoes off and then tried to place one hand on the hammer but Stark spoke up again.

"You know what? Just get off the table, I don't want anything happening to it" he said. Sherman then rolled his eyes and groaned before getting off the table itself and then grabbed onto the hammer.

"C'mon buddy, you can do it" said Scott leaning forward to see what Sherman was gonna do.

"Alright then" Sherman whispered and then began to lift as hard as he could. The hammer began lifting a few inches off the table but it still felt heavy. Everyone was amazed at what they were seeing, a boy who'd been protecting New York since he was a little kid being almost worthy enough to wield the hammer of the mighty Thor.

"Come on! Come on!" Sherman groaned gritting his teeth as he struggled to lift the hammer but then ended up dropping it on the floor. Sherman began taking deep breaths and cracked his back to relieve the stress in his muscles from all that lifting.

"I've never seen anyone do that before" Wanda said.

"He's almost worthy, but he will be soon" Thor piped in. Sherman then began smiling.

"Really?" the redheaded child asked while Thor nodded and picked up his hammer.

"You'll know you're worthy when it's as light as a feather" Thor said as he began tossing it slightly into the air like it was a switch-blade.

"Worthy? Ha! As if that little runt will ever be worthy of holding such power" a voice came out of nowhere. Everyone stood up and looked to the exit of the living area to see Loki holding his staff with a golden ram's head on top with a glow on the inside of the eyes.

"Loki" Thor hissed.

"In the flesh. And I must admit, brother... I'm surprised it took you this long to realize I was the one who imprisoned father in the palace dungeon and had been ruling Asgard with an iron fist while you were out playing with your friends" Loki taunted.

"How did he find this place?" Sherman said in shock.

"He's been here before during his first invasion we stopped" said Natasha.

"Well, we can assure you that it's not gonna be like that much longer. You'll soon be back where you belong and Odin will be the one ruling Asgard again" Wanda said getting angry and flicked her wrists causing them to emit a crimson glow around them with small red electrical pulses surrounding them.

"You think because you've got some additional playmates to help you out means you can try and destroy me? Well, I've got some playmates of my own to help me out as well" said Loki before spreading his arms apart and out of the shadows stepped out Carnage, the Green Goblin, the Rhino, Dr. Octopus, Venom, and the Lizard looking angry and about to charge at them.

"I should have known that you'd be the one leading these scum suckers. And I gotta admit, it feels great seeing old friends again" Sherman said sarcastically taking a fighting stance. Loki then began getting angry and pointed a finger at him.

"YOU! You're the one who caused my next invasion to fail, you lead Mysterio to his demise! You ruined every hope I ever had of building a new empire!" Loki screamed and it echoed throughout the living room. Dr. Octopus then placed a hand on Loki's and lowered it down gently.

"Calm down, darling. I can promise you that the little insect will be aware of his defeat when it comes racing right towards him" she said with a sickly chuckle.

"First of all, there will never be an empire, there was never going to be an empire to being with" Steve said picking up his shield.

"Second of all. There are more of us than there are of you" Stark said as he spread his arms and legs apart. Several armor parts flew by themselves out of another room and attached themselves to him to form the Iron-Man suit.

"And three, if I killed you all before once, I can kill you again" Sherman said cracking his knuckles.

"We'll just see about that. Attack!" said Loki. The Sinister Six began charging at the Avengers, Falcon's wings appeared out from his back, ripping his jacket, and like the Iron-Man armor, the War-Machine armor attached itself to Rhodey (Upgrades are awesome, especially if Iron-Man makes them). Clint picked up a bow and case of arrows he had hidden under the couch cushions and began to take fire. A fight had now broken out between both forces.

 **A/N: Well there you have it! Sherman is almost worthy enough to wield Thor's hammer, and Loki had used his knowledge to find Avengers Tower since he's been there once before back in 2012, and the Sinister Six have tagged along with him as well, making this the first battle between the forces of Earth's mightiest heroes, and Sherman's fallen enemies. More to come in the next update. Please review, thanks!**


	4. Penthouse Fight! (Round 1)

**A/N: The Sinister Six have found the Avengers' headquarters due to Loki having been there before during the first time he tried to conquer Earth back in 2012 (The events of the first 'Avengers' movie) and now Sherman and the Avengers have prepared themselves to fight due to his knowledge of how he had fought the previously killed off villains from the other Spider-Boy stories. And Sherman was able to lift Thor's hammer for a few minutes but it still felt heavy, so that means he's almost worthy enough to wield it. This is where we left off, enjoy!**

 **(Normal POV)**

Sherman was dealing with Dr. Octopus while Thor fought with Loki and everyone else was trying to take down the other Sinister Six members. One robotic tentacle grabbed Sherman by his shirt collar and slammed him down onto the floor.

"I've had so many attempts to kill you, but you've always had the upper hand" Dr. Octopus said now having one of her robotic arms form a three clawed fist. Sherman struggled to break free but a black high heel was now on his chest, holding him down.

"Now I'm going to do what I've been dreaming of, all these years!" she shouted. Before the mechanical claw could strike, Wanda's hand appeared behind her and a glowing red energy flowed out of the index finger and went into Dr. Octopus' head and she was now looking around her in total and complete fright screaming.

"Fire! Fire everywhere! Someone! Please, save me!" shouted Dr. Octopus as she waved her tentacles and arms like a crazy person around the lair. Wanda then helped Sherman up.

"How'd you do that?" asked Sherman.

"I can look into people's heads, sense their deepest fears and use it against them" said Wanda as she let go of Sherman's wrist after he was helped up off the ground.

"How long will she be like that?" asked Sherman.

"As long as she doesn't realize it's just a product of her own fear and it's all just in her mind... we should be okay" said Wanda. The auburn kid nodded and decided to try and take the Goblin on together.

"So, you're me?" the Goblin asked.

"We are nothing alike, you piece of scum!" shouted Sherman.

"Oh really? Well I've gotten some news for you! You're unarmed and have no chance against me!" the Goblin said as he crouched down and tried to press the button on the middle of the glider to use his flamethrower, but it didn't work no matter how many times he pressed it.

"Why won't this stupid piece of junk, work!?" the Goblin screamed jamming his finger on the button so many times in a jabbing motion. In front of the glider appeared Ant-Man who grew back to his original size and punched the Goblin off his glider.

"Scott!" Sherman said.

"You can thank me later" said Ant-Man.

"How did you..." said Sherman, but Ant-Man cut him off.

"I keep my suit hidden underneath where all the drinks are kept in the bar, just in case of emergencies. Now come on we've got baddies to take out" said Ant-Man. Wanda and Sherman followed him to take out the Rhino.

Hawk-Eye shot at arrow at the Lizard, and it roared in pain and fury as it pierced his arm. The giant reptile then grabbed the arrow and plucked it from his arm and tried to attack Hawk-Eye but Iron-Man came up from behind him and used his repulsion blasters in his palms to shoot the Lizard and it made him trip backwards and crush the coffee table.

"I never really liked studying reptile breeding back in high school. Too boring and... gross" said Iron-Man.

"Amen, now let's take out the others" said Hawk-Eye.

Thor and Loki dueled among themselves, the hammer and staff clashed against one another, creating sparks when they clashed.

"Loki, listen to me. What you're doing is wrong, assembling this team to try and destroy the nine realms, taking lives, destroying homes, that's not the brother I knew" Thor said as his hammer blocked the ram's head part of the staff.

"The brother you once knew is gone. The world deserves to be remolded in a new image. MY image! And everyone will worship me! Statues will even be built in my honor" said Loki as he tried to attack Thor again but his foot kicked Loki in the face, causing him to be launched into the marble wall of the room and cause a large dent, and chips were all over the place.

"All you know it destruction! You will never build an empire!" said Thor as he threw his hammer at Loki, but evaded it and the hammer made the hole in the wall deeper.

Carnage was fighting War-Machine. His left hand had formed itself into the shape of a sharp javelin and he tried to pierce the silver armor with it, but War-Machine grabbed it and swung Carnage around and then let go of him. Carnage then hit a podium with a jade vase on it, causing it to fall down on his head and knock him out.

"Hey! That was a $45,000 dollar vase I bought at an auction in Florida!" Iron-Man scolded before shooting two more beams of energy out his palms at the Rhino.

"Sorry, Tony. But in case you haven't noticed, we're in the middle of a huge fight and thousands of priceless assets are getting trashed, so get over it and keep fighting!" War-Machine said before his Gatling gun turned around to the side and shot five or seven shots at the Lizard, making his leg get hit and made him trip backwards on one of the couches.

"Okay okay okay. Just because you're a Colonel in the U.S. Military doesn't have to be such a jerk" Iron-Man said as he now was facing Venom.

"I got him, Stark. Don't worry!" Falcon said as he swooped down from the balcony and picked Venom up from under his arms and tossed him into the gym room and knocked down many forms of exercise equipment from an exercise bike, a bow-flex, and a rack of dumbbells.

"Oh come on!" shouted Iron-Man as he now had the Goblin in a headlock and then punched the evil looking clone of Sherman in the face.

"Can we please focus on killing bad guys instead of all your stuff getting destroyed!? You're filthy stinking rich, you can just replace it with new stuff!" Sherman said as he used his webbing to clasp onto Loki's chest armor and tug him closer to him and give him a painful kick to the face.

"Okay, fine. You're right. I should be more focused" Iron-Man said as he shot a missile out of his wrist compartment at the Rhino and the arm blew off revealing a human hand with tattoos covering it all the way up to the tips of his fingers.

"Enough!" Loki said, making everyone in the Sinister Six stop fighting and look to him.

"We are done here, our business is finished" said Loki before using his staff to free Dr. Octopus from Wanda's fear spell and then she went back to him as well as the others.

"It seems I've underestimated you, boy. You've got such potential, such power, such... promise. And yet you waste it on these pathetic beings who only risk their lives for others instead of claiming fortune and power for themselves" Loki said to Sherman, trying to touch a nerve and get him to attack.

"If you're suggesting I join you, then you can just go throw yourselves off the edge of the Brooklyn Bridge, because I'd never side with scum like you" Sherman said shaking his head.

"Well then, it seems I couldn't touch a nerve that way. But maybe I could just give you a warning?" Loki asked rhetorically.

"What kind of warning?" Sherman asked. Loki then pulled out a photo from behind his cape and tossed it onto the floor, it landed on it's front side, showing only the back.

"This is your first warning. If you dare try to stop us, you'll suffer far more worst then what we'll do now" Loki said walking away back into the shadows along with the other Sinister Six members. Once they were gone, Sherman picked the photo up and gasped, putting a hand over his mouth.

"Somebody get the jet ready, and get ready for combat" Sherman ordered showing them the photo. It was of him, Penny, Mary Jane, Elsa, and Mr. Peabody during the Christmas season and they were all in winter gear skating in the ice rink outside Rockefeller Center.

"I know what Loki's warning is" Sherman said, his body shaking in fear.

"I'll fire it up now" Clint said running off the the landing pad for the jet. Everyone else ran to their rooms to suit up, Sherman just put the photo in his pocket and placed his hands on his shirt collar, ripping his shirt in two, revealing his Spider-Boy suit.

 **A/N: The fight is over, but Loki has now decided to give Sherman and the Avengers a warning not to stop them in whatever they're planning by attacking Sherman's family, now they've gotta gear up to try and save them before Loki grants them a terrible fate. Also, I thought it would be funny for Stark to freak out that the battle was resulting in his stuff getting destroyed in-between it. Will Loki's threat end up coming true? Or will the Avengers be there in time to stop it? Find out in the next update! Please review, thanks!**


	5. An Attack on the Peabody Penthouse

**A/N: Okay, now it gets even more dramatic from here. As a result of the last battle in the penthouse living room of Avengers Tower, Loki has decided to give Sherman and the Avengers a warning by attacking Sherman's family at the Peabody home. Now it's up to them to save the Peabody's before the Sinister Six can do anymore damage. So, Enjoy!**

 **(Normal POV)**

Everyone was now in the jet except for Iron-Man, War-Machine, Falcon, and Vision who were flying outside the jet in the same direction it was flying.

"We're coming up on the Penthouse of the 'Peabody Enterprises' building but I can't see anything" Natasha said as she now approached the building.

"We've also got seven hostiles exiting the building on the heat-signature scanner" said Barton said as he was in the secondary pilot's seat watching the computer in front of him. On the screen, Loki, Venom, Carnage, Rhino, the Goblin, Dr. Octopus, and the Lizard exited the building.

"Why are they leaving? Are we too late?" asked Spider-Boy who was looking at the screen with Barton, concerned for his family. An alarm went up on the control panel and Barton flipped a few more switches to reveal in the very middle of the building there were four large canisters that looked like boiler tanks.

"Oh my god. Those are bombs. They went inside so they could plant the bombs" Natasha said looking at the same screen Spider-Boy and Barton were looking at.

"I'll call Mr. Peabody, and to tell him to get Mary Jane and Elsa out the house" Spider-Boy said taking out his phone and dialed his home phone number. He kept listening and listening to the dial tone while his heart beat increased with fear.

"C'mon, pick up the phone! You're gonna die if you don't answer, please just pick up" Spider-Boy said worriedly in his head.

"Hello?" a voice said from the other end, it was Mr. Peabody's. Spider-Boy then began speaking.

"Mr. Peabody, it's me. Sherman" he said.

"Oh, hello Sherman. How's your time with the Avengers?" the beagle asked.

"No time for that now. Listen to me, the Sinister Six have planted bombs in the middle levels of the building and they're gonna blow it up. Get everyone out now. And get the Infinity Stone you have in your lab too" Spider-Boy explained.

"Alright. I'll try to hurry before the bombs go off. How long before they explode?" Peabody asked.

"I don't know, they must be hooked up to a detonator so they could go off at any minute. Please, just hurry" Spider-Boy pleaded before hanging up.

"He said he's gonna get the Infinity Stone too" Spider-Boy told Barton. The computer showed the inside of the bombs getting extremely overheated.

"Oh no, the bombs are getting close to detonation" Natasha said looking to Spider-Boy.

"Loki must have pushed the detonator and the bombs are starting to heat up" Ant-Man said looking at the computer. Before anyone could do anything the middle section of the building began to blow up, flames and debris surrounded the building and the penthouse began to collapse. Spider-Boy then grabbed the microphone.

"Stop the building from collapsing, hold it up as much as you can" Spider-Boy ordered. Everyone did as they were asked. Wanda was now on the ground after parachuting down using a parachute hanging on the walls of the jet and held her hands up, using her telekinesis to hold the building up.

Iron-Man, War-Machine, and Vision were also in the air, using their strength to help hold the building up and to assist Wanda.

"This would be so much easier if we had the big guy here with us" Iron-Man said, referring to the Hulk.

Inside the penthouse, Elsa, Mary Jane, and Peabody were gently sliding down the hardwood floor, and began screaming when they saw the dinner table break the window and fall down. They feared they were gonna die, the minute they all fell off the edge, Vision, Iron-Man, and War-Machine carried one in their arms.

"You alright?" Iron-Man asked Elsa, who nodded in pure fright. Elsa then used her ice powers to make a spiral ice slide.

"Set us down on it. We'll slide from here, okay?" asked Elsa.

"You heard the lady, set them down" Iron-Man said, setting Elsa on the slide and down to safety, Peabody and Mary Jane followed.

"You guys okay?" Wanda asked, still holding the building up with her telekinesis.

"We're fine. And I got the Infinity Stone, like Sherman asked" Peabody said showing the Adamantium sphere in his paws.

"Wait wait, hold up. There's somebody else in there" Natasha said pointing at the screen to show someone sliding down the hardwood floor.

"Oh no. Penny. I gotta go get her" Spider-Boy said, before Barton, Ant-Man, or Natasha could say anything to stop him, he jumped out the jet and began creating web ropes to help him get to the penthouse and he saw Penny holding onto the kitchen island for her dear life, screaming.

"Penny! Hold on!" Spider-Boy shouted. She began to feel relief, but only a small hint of it, because the fear of dying by falling out a large penthouse was the only thing she felt take over her emotions. Spider-Boy scaled the floor like he would a skyscraper and saw Penny was slipping.

"Sherman! I'm slipping!" Penny screamed.

"Just let go, I'll catch you" Spider-Boy said. Penny did as told and like he promised, Spider-Boy caught her in his arm.

"You okay?" Spider-Boy asked. Penny just nodded and got up on his back. As soon as Penny was now on his back, he slid out the window and created a strand of webbing to attach itself to the jet's wing and he climbed up the jet to see Peabody, Mary Jane, and Elsa were there.

"You okay?" Peabody asked. Spider-Boy did nothing to respond other then take off his mask and collapse to his knees with tears escaping his eyes.

"It's gone. It's all gone, because of me" Sherman said to himself. Peabody then began feeling terrible that his son had failed his responsibility as a protector of the city by not saving his own home. He took his son into his arms and held him tight.

"Sherman, you may not have saved the office building or the penthouse, but you did save us. That matters more than anything in the world. Homes can be rebuilt, lives can't" Peabody tried to reassure his son but it didn't work. All Sherman did was quietly sob into his father's fur.

"Good news, nobody else was in the office building either. No fatalities" said Clint, but this news didn't make Sherman feel better at all. All the other Avengers were now back on board the jet and saw the sight of Sherman grieving over the loss of his home. Captain America looked to the others and spoke.

"I think we should take shelter somewhere. We need to plan our next attack before any other buildings can be destroyed or lives can be put as risk" he said. Everyone seemed to agree.

"But where can we go? My wife and kids aren't at the Safe-house we stayed at during our battles with Ultron, not to mention that's the first place they'd look if Loki broke into the tower again and hacked into our central intelligence network" Barton said. Everyone looked to each other and didn't have a single clue what to do until a noise emitted throughout the entire jet.

"You've got mail!" a mechanical voice said. Everyone except the grief-stricken Sherman looked to the cockpit to see Natasha pull up an email on the computer and there were a bunch of numbers and a link to an image.

"What is this?" Natasha whispered to herself. She clicked on the link to see an image that appeared to look as if it was on Google Maps and it was island close to Bikini Atoll.

"Wait a minute. If this is a map, then that must mean these numbers are coordinates" Natasha said to herself. Thor, Ant-Man, Iron-Man, and Captain America looked at the map and the coordinates on the letter.

"It looks like someone's answered our calls, we've got a place to stay" Captain America said.

"How do we know this might not be a trap?" Wanda asked.

"She has a point. We'll go there anyways, but be prepared to fight if it's a trap" Vision said, everyone nodded in agreement. Everyone then took their seats on the jet, Sherman being held by Mary Jane, sitting on her lap and letting him fall asleep (He deserved it, he was in so much distress he couldn't bare to tear himself apart from the mother he loved).

"Alright everyone. Prepare for a little island vacation" Barton said as he now piloted the jet to the coordinates the mysterious person had sent them.

 **A/N: Well, there you have it! Sherman saved his family, but his home is now destroyed. He's angry and distraught because he failed to defend his home, the one place where he grew up in ever since he was just a small baby. And a mysterious ally has given them a map to an island where there might be shelter for them to take cover in until they are ready to fight the Sinister Six again, and discover what their plan is. More to come in the next update. Please review, thanks!**


End file.
